All the terms are important and together create this Agreement that applies to you. If you find anything in this text that you do not agree with, please stop using Tracup immediately and/or delete your account. Accounts on Tracup can be deleted in accordance with these instructions.
When we say "Admin" we mean the owner of the User Account.
When we say "Tracup" or "Software", we refer to the software for managing projects, teams and all types of work, the browser app, all the desktop apps and mobile apps, its updates, upgrades, enhancements, modifications, extensions, new features, and possible replacements provided by TRACUP PTE LTD, now existing or later developed, and other programs and tools, developed in conjunction therewith, including the cloud-based service, whereby TRACUP PTE LTD is making available the Software, the User Account and the Content (including the related mobile apps, desktop apps and extensions as well as other computer programs TRACUP PTE LTD makes available in conjunction therewith) on-demand.
When we say "TRACUP PTE LTD", "we" or "us", we are referring to TRACUP PTE LTD.
When we say "Content" we mean all Tracup's features and technical resources available to Users, including but not limited to information, data, text, photographs, videos, audio clips, software, scripts, graphics and interactive features generated, provided, or otherwise made accessible on or through Tracup.
When we say "Enterprise" we mean Admin which is a legal entity.
When we say "Extra Features" we mean features that are not included in the free version of Tracup and that require a subscription to one of the Paid Plans as described on the Website.
When we say "Free Plan" we mean features that are included in the free version of Tracup as described on the Website.
When we say "Intellectual Property Rights" we mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or another intellectual property right, and all similar or equivalent rights or forms of protection, in any part of the world.
When we say "Owner of a Workspace" we mean the person who created the Workspace or became owner via Workspace ownership transfer. For clarity, if a Workspace has been created on behalf of an Enterprise, the Owner of a Workspace represents such Enterprise. Such Enterprise and Owner of the Workspace are jointly liable to TRACUP PTE LTD for any activity of the Owner of a Workspace.
When we say "Party" or "Parties" we refer to TRACUP PTE LTD and/or User.
When we say "Paid Plan" we mean any subscription plan that we charge as explained on the Website.
When we say "Price Plan" we refer to the description of a set of features for each Paid Plan, as explained on the Website.
When we say "Regular user" we are referring to a User who has been invited, permitted, or caused to have access to a shared Workspace by the Owner of a Workspace.
When we say "Security Policy" we refer to TRACUP PTE LTD's security data protection policy available here.
When we say "Service" we mean making Tracup available by TRACUP PTE LTD in any version, in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools.
When we say "Subscriber" we mean User to whom a Paid Plan belongs.
When we say "Subscription Term" we mean the period for which the Paid Plan is made available to a Subscriber, provided the Subscriber adheres to the obligations arising from the Agreement.
When we say "User", "You", "you" and "your" we refer to any person or entity, other than TRACUP PTE LTD, that uses, accesses, downloads, saves, installs, possesses, controls, or receives the Service or the Software or any part thereof. The term User encompasses different categories of users which:
1) may be divided based on the access level (such as Owner of a Workspace and Regular User)
2) may be divided based on the type of Service they use (for example, Subscriber (Paid Plan on Tracup)), user that has been invited by Admin (or any Owner of a Workspace) and other users.
3) are using Tracup as natural persons or as legal entities (Enterprise).
The term User also includes those that access the Platform (within the meaning of Section 1). Users should interpret the term as referring to them unless the context suggests otherwise.
When we say "User Account" we mean an account provided by Tracup, whose purpose is to allow User to access and use Content or certain parts of it and create User Content.
When we say "User Content" we mean any content provided by User in Workspace or anywhere else on Tracup, including any entered, recorded, stored, used, controlled, modified, disclosed, transmitted or erased information and data.
When we say "Website" we mean the websites located at https://tracup.com/ as well as the related subdomains, mobile apps and desktop apps and all browser extensions collectively or each of them individually.
When we say "Workspace" we mean the user environment provided via the Service, including private workspace (only visible to the User that created it) or shared workspace (visible to the User that created it and to the Users with whom it has been shared).
The Service is solely intended for those who have full legal capacity.
If you are a natural person, you need to be at the age of majority (legal age) to be able to use the Service. Legal age depends on the national legislation applicable to the User (probably you need to be 18 years old). By using the Service, you represent that you are of legal age. If you are not at the required age, please stop using the Service or Tracup immediately.
An Admin must ensure that any User with whom Admin causes to become a User (for example, by inviting the person to access the Service) has full legal capacity.
The Service is primarily aimed at businesses and companies. However, if you are using the Service as a natural person for a purpose unrelated to trade, business, or profession and wish to rely on consumer protection legislation, you need to notify TRACUP PTE LTD before you start using the Service. In the event a User fails to send such notification to TRACUP PTE LTD, the User will not be able to rely on any applicable consumer law and will not be able to invoke any consumer rights (including the right to withdraw from the Agreement).
If you are an individual User, or are accessing the Service or Software, or are otherwise browsing the Website, this Agreement is between you, individually, and TRACUP PTE LTD.
If you enter this Agreement on behalf of Enterprise, you warrant that:
(1) You have the full legal authority to bind the Enterprise to TOU;
(2) You have read and understood the TOU;
(3) You represent that you have the Enterprise's permission and authority to use the Enterprise's User Content;
(4) You agree to TOU on behalf of the Enterprise that you represent.
Please note that, if you subscribe to the Service with an email address from the Enterprise (containing corporate email domain), you will be deemed to represent such Party and the word "User" or "You" in these TOU will refer to such Enterprise.
In this case, Enterprise and the individual who subscribed on behalf of the Enterprise are jointly responsible for the use of the Service and Software.
If You subscribe to the Service with a personal email address and there is no formal affiliation to an Enterprise, You will be deemed User that is not the Enterprise.
TRACUP PTE LTD reserves the right to manage the User profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide Service to certain groups, parties, industries, or companies in certain countries, in its sole discretion.
Unless otherwise agreed to by You and TRACUP PTE LTD, in the case of Enterprise, during the Term, TRACUP PTE LTD may disclose your business name as a User of Tracup and/or subscriber to the Service, and You hereby grant TRACUP PTE LTD the right to display your name, company, and logo in TRACUP PTE LTD's marketing materials and on TRACUP PTE LTD's public website, in each case in accordance with any branding guidelines You may provide to TRACUP PTE LTD.
If TRACUP PTE LTD has previously prohibited you from accessing the Website or the Services, you are not eligible to become a User again.
User shall be bound by this Agreement in any of the following situations, whichever occurs first:
(1) Upon creating a User Account (including when being invited by the Admin).
(2) If User agrees to or is deemed to have agreed to the Agreement. Any use, access, or attempt to use or attempt to access the Software or the Service shall be considered deemed to agree.
(3) If User makes payment for any Paid Plan.
By registering, you agree that you are fully responsible for all activities that occur under your User Account.
TRACUP PTE LTD may update any part of the Service or the Website from time to time in its sole discretion. Some features and functionality may be available only with certain versions of the Service. User agrees that its acquisition of the Service under this Agreement is not contingent on the delivery of future features or functionality.
We will make the Service available to You pursuant to this Agreement and the applicable plan You have chosen. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except (a) during planned downtime (of which we will give advance notice); or (b) for any unavailability caused by circumstances beyond our reasonable control, including, for example, a force majeure event; or (c) as necessary to update the Service to ensure its security and integrity and provide the Service only in accordance with Applicable Law. Downtime excludes performance issues with individual features, external network or equipment problems outside of our reasonable control, or issues that are related to external apps or third parties.
You acknowledge that TRACUP PTE LTD may modify the features and functionality of the Service during the Term of the Agreement. TRACUP PTE LTD shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
If You are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, You agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.
If you are subscribed to any of the Paid Plans, the existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the month for which Subscriber has already made payment to TRACUP PTE LTD), unless the Parties agree otherwise (including the agreement which entails an implicit consent by the User's continued use).
By accepting these TOU, you agree to this electronic contract. In addition, visiting or sending emails to Tracup constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, satisfy any legal requirement that such communications be in writing.
Please note that notifications about any amendment of TOU by Section 4 (Agreement Amendments) or any material change to the Service or the Agreement will be sent to your email, as stipulated in Section 19 (Notices). We have a legal obligation to inform you about the change of the terms so you can decide whether to continue using the Service. Such correspondence does not constitute marketing or promotional emails, and you cannot unsubscribe from receiving such notifications. If you do not wish to receive such notifications, you need to terminate the Agreement by deleting your account.
Unless otherwise indicated in the Agreement, the Service, Tracup, and its entire Content (including but not limited to the original source code, Website copy (including these terms), images, graphic elements, design, databases, logo or other signs, domain, trade name and business name, trademarks or service marks, any customized work and other related materials) are protected by Intellectual Property Rights of TRACUP PTE LTD under the United States copyright laws, international treaty provisions, and other intellectual property laws. The Service and Website are also protected as a collective work or compilation under the United States law and global copyright and other law and treaties.
Users have only the rights specified under Section 7 of this Agreement. Users may not acquire any other Intellectual Property Rights under this Agreement. Tracup is made available on a limited-access basis, and no ownership right may be conveyed to any User, irrespective of the use of terms such as "purchase" or "sale" in TOU or anywhere on the Website.
Any unauthorized use of the Content and/or any part of it, without the permission of the owner of Intellectual Property Rights, shall be deemed an infringement of Intellectual Property Rights. TRACUP PTE LTD will take all legal remedies to protect its Intellectual Property Rights immediately upon the knowledge of such unauthorized use.
Any copying of Content or downloading Content in part or whole is permitted only by written consent from TRACUP PTE LTD.
TRACUP PTE LTD also reserves all Intellectual Property Rights not expressly granted in this Agreement.
By entering this Agreement, the User agrees to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. The User understands that the Service and Websites have been designed, developed, compiled, and arranged by TRACUP PTE LTD or third parties TRACUP PTE LTD selected, and constitute valuable Intellectual Property.
By entering this Agreement, the User also agrees to:
notify TRACUP PTE LTD immediately upon becoming aware of any claim that the Service and Websites infringes any Intellectual Property Right;
notify TRACUP PTE LTD immediately upon becoming aware of any infringement of TRACUP PTE LTD's Intellectual Property Rights;
notify TRACUP PTE LTD immediately upon becoming aware of any infringement of a third party's Intellectual Property Rights.
If you are a natural person using Tracup, in consideration of your acceptance of this Agreement, your payment of all applicable fees (if any) and compliance with all applicable laws, TRACUP PTE LTD grants you a personal, limited, non-exclusive, non-transferable, revocable authorization to access and use the Service for your personal purposes in accordance with the Agreement and any other instructions on the Website.
If you are an Enterprise using Tracup, in consideration of your acceptance to this Agreement, your payment of all applicable fees and compliance with all applicable laws (if you choose to subscribe to a Paid Plan), TRACUP PTE LTD grants you a limited, non-exclusive, non-transferable, revocable authorization to access and make use of the Service solely for your internal business purposes, in accordance with the Agreement and any other instructions on the Website.
We may revoke this authorization to access and use for all Users at any time at our sole discretion.
Nothing in this Agreement obligates TRACUP PTE LTD to deliver or make available any copies of computer programs or code to the User of Tracup, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations.
Any other use of the Software or the Service, not specifically mentioned in this Agreement, by any User, is forbidden. For example, the authorization to use does not give you any right to, and You may not:
(i) publish, copy, rent, lease, lend, sell, create derivative works or transfer in any way the Software, Website, Service or any portion(s) of the foregoing;
(ii) distribute, transmit, publish or otherwise disseminate the Software, Website, Service or any portion(s) of the foregoing;
(iii) attempt to access or derive the source code or architecture of the Software or work around any technical restrictions or limitations in the Software;
(iv) reverse engineer, decompile, or disassemble the Software, or attempt to do so;
(v) when using Internet-based features, you may not use those features in any way that could interfere with anyone else's use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner;
(vi) attempt to probe, scan or test the vulnerability of the Website, Service, and/or Software, or any associated system or network, or to breach any security or authentication feature or measures, and, if you are blocked by TRACUP PTE LTD from accessing the Site, Software or Service (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).
By creating a User Account at Tracup you automatically start your Free Plan. You may choose to switch from the Free Plan to any Paid Plan at any time. Once you choose to do so, we start to apply the respective subscription fees in accordance with the applicable Paid Plan.
Anyone who subscribes to any Paid Plan or anyone who permits or causes another person to make an order on their behalf will be liable for the payment arising from such a subscription. The same rules will apply to anyone who permits to be designated as a payer for a Paid Plan.
All payments for the Paid Plan are due in advance by the first day of the billing period.
Prices set out in the Price Plan are subject to change at any time. Any price may change at any time and will become binding on the Subscriber upon the following conditions:
(1) TRACUP PTE LTD has sent a at least 7-days-period-notice;
(2) The User did not unsubscribe from the Paid Plan within such a period or by the end of the then-current Subscription Term, whichever date is later.
Such notice may be sent to a Subscriber by email to your most recently provided email address or posted on the Website or by any other manner chosen by TRACUP PTE LTD in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Website on the day following the date it was posted.
TRACUP PTE LTD sometimes offers a free trial period (hereinafter: "Free Trial") as explained on the Website or otherwise. During the Free Trial, Users are subject to TOU except as otherwise stated in such offers. TRACUP PTE LTD reserves the right, in its sole discretion, to determine the eligibility of a User for Free Trial. Free Trial Users may, at any time choose not to continue to a Paid Plan by canceling before the end of the Free Trial.
TRACUP PTE LTD may require a User to have a valid payment instrument, such as a credit card or other permitted payment method before using the Free Trial. In this case, we may validate that payment method, including by requesting a temporary authorization from the financial institution issuing your payment instrument. If we determine that your payment instrument is invalid, without limiting any of our other rights, we may revoke any benefits, You may have received as part of the Free Trial.
The User will not be eligible to participate in any Free Trial for a Workspace in relation to which the User has already been subscribed to any Paid Plan.
Anyone who subscribes to Service or anyone who has permitted or caused another person to make a subscription on their behalf is deemed to have agreed to and accepted liability for the payments under such Paid Plan.
User must keep all the billing data complete and accurate (such as a change in billing address, credit card number, or credit card expiration date) and must promptly notify TRACUP PTE LTD if payment method has changed (for example, for loss or theft) or if User becomes aware of a potential breach of security, such as the unauthorized disclosure or use of name or password. If User fails to provide any of the foregoing information, User agrees that TRACUP PTE LTD may continue charging for any use of the Service unless User has terminated Agreement as set forth herein.
All sums payable to TRACUP PTE LTD hereunder shall be paid in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance, applicable tax, or other charges related to the payment.
The payment of the Service shall be made before the commencement of the Subscription Term.
If your Paid Plan involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your subscription. You understand it will automatically continue and you authorize us (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you.
You hereby authorize TRACUP PTE LTD to charge to your designated account, relating to the Service you select, and you agree to pay all such fees in accordance with the TOU.
If your default payment instrument is declined for any reason, we may deny access to the Paid Plan immediately.
The fees are exclusive of any VAT or other taxes and public duties, save where TRACUP PTE LTD has explicitly stated to the contrary. It is each User's responsibility to bear all public duties related to the purchase of the Service.
All payments are handled by a third-party payment gateway. TRACUP PTE LTD is not responsible for the processing of Client's payment and shall not be liable for any matter in connection therewith.
Paid fees are non-refundable. If the Agreement or a Paid Plan is terminated or varied during a certain billing period, the User shall not be entitled to any refund concerning that billing period. In addition, payments made for the future billing periods will not be refunded unless the Parties explicitly agree otherwise.
You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account.
To use Tracup, each User must comply with these rules of acceptable use:
Users must provide complete information for registration purposes.
Users must provide accurate and up-to-date information. The User has to use accurate contact information. Using false identity is strongly prohibited.
User will prevent any other person from using that User's account. Use of the account by more people is prohibited, except if an Enterprise has authorized more persons within the Enterprise to use its Admin account.
Users must maintain the security of the account and password, and share it solely with the authorized persons. User is responsible and liable for any use of the Website, Service, or Tracup through User's account, whether authorized or unauthorized. TRACUP PTE LTD cannot be held liable for any loss, damages, or expenses incurred due to User's failure to comply with this obligation. Users will be liable for all losses, damages, liability, and expenses incurred by TRACUP PTE LTD or a third-party as a consequence of authorized use of the account. If you become aware of any unauthorized use of your account on Tracup, you need to immediately notify us by sending an email to email@example.com.
Users will not engage in activity that violates the privacy of others, or any misuse or unlawful processing of personal data, nor will publicly display or use Tracup to share inappropriate content or material. The User may not violate any applicable law or regulations in connection with your use of the Website, Service, or Software.
Users will not access the Service or the Software to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions, or graphics.
Users will not engage in web scraping or data scraping on or related to the Software or the Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.
User will not automate access to the Website or the Service, including, without limitation, through the use of APIs, bots, scrapers, or other similar devices or attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests at a rate beyond what could be sent by a human user during the same period of time.
Users will not engage in the sending of unsolicited email, advertisements, or spam, the publishing or posting of another person's personal data without their express authorization and permission or activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking.
Admin undertakes to cause each User with whom it shares its Workspace(s) to comply with all legal requirements applicable to the use of Service.
Users are also solely responsible for all text, documents, User Data (as defined in Section 13), or other User Content or information uploaded, processed, entered, or otherwise transmitted in connection with your use of the Service and/or Software. By accepting this Agreement, each User warrants, represents, and covenants that the User owns or has a valid and enforceable license to use all User Content. User Content will not infringe, misappropriate or violate the rights of any person or entity, or any applicable law, rule, or regulation of any government authority of competent jurisdiction. Without limiting the foregoing, any feature(s) of the Service and/or Software that may permit you to temporarily save or otherwise store User Content is offered for your convenience only and TRACUP PTE LTD does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing, and otherwise maintaining User Content including by maintaining backup copies of your User Content on appropriate independent systems that do not rely on the Service and/or Software.
By submitting User Content, Users grant TRACUP PTE LTD a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that User Content, as permitted by the Agreement, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any User Content on the Service that violates the Agreement or that is otherwise objectionable in our sole discretion.
Tracup allows you to store or share User Content or obtain access to the User Content from other Users. Nevertheless, if a User submits, uploads or creates content as a Regular user on a shared Workspace, User acknowledges and accepts that Admin of that Workspace has an exclusive, non-transferable, and irrevocable license to access, copy, modify and/or remove such content, including but not limited to adding or removing User from the team or enabling or disabling their or third-party integrations.
TRACUP PTE LTD reserves the right to refuse, limit or cancel the Service, terminate User Accounts, or remove or edit User Content at its sole discretion. Therefore, when investigating alleged violations of this Agreement, TRACUP PTE LTD reserves the right to review your User Content to resolve the issue (such as to prevent harmful or illegal activity). TRACUP PTE LTD may also access the User Content when providing technical support or when performing other legal obligations under this Agreement.
Nevertheless, TRACUP PTE LTD has no obligation to monitor User Content (and will make no attempt to do so) and has no obligation to remove any User Content.
TRACUP PTE LTD cannot be held responsible for any loss, damage, expense, or other harmful consequences to any User resulting from User Content.
The User recognizes and agrees that providing and using cloud-based services involves risks of unauthorized disclosure or exposure and by accessing and using the Software, the User assumes such risks. TRACUP PTE LTD offers no representation, warranty, or guarantee that User Data (as defined in Section 13) will not be exposed or disclosed through errors or the unlawful actions of third parties.
TRACUP PTE LTD will have no responsibility or liability for the accuracy of data uploaded to the Software by User, including without limitation User Data (as defined in Section 13) and any other data uploaded by Users.
TRACUP PTE LTD may permanently erase User Data if the User Account is delinquent, suspended, or terminated for 30 (thirty) days or more.
Unless it receives User's prior written consent, TRACUP PTE LTD:
(b) shall not intentionally grant any third-party access to User Data, including without limitation TRACUP PTE LTD's other Users, except subcontractors that are subject to a reasonable nondisclosure agreement.
Notwithstanding the foregoing, TRACUP PTE LTD may disclose User Data as required by applicable law or by proper legal or governmental authority. TRACUP PTE LTD shall give the User prompt notice of any such legal or governmental demand and reasonably cooperate with the User in any effort to seek a protective order or otherwise to contest such required disclosure, at the User's expense. As between the Parties, the User retains ownership of User Data.
The User or Enterprise shall indemnify, defend and hold harmless TRACUP PTE LTD in full and on-demand from and against any and all liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser's fees and disbursements), interest, and penalties incurred by TRACUP PTE LTD arising out of or in connection with the User's or Enterprise's breach of the obligations stipulated in this Section.
External Breach: In the event of an accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a "Security Breach"), that impacts the personal data you maintain through Tracup, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, TRACUP PTE LTD will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify you of the Security Breach, its nature and scope, the remedial actions TRACUP PTE LTD will undertake, and the timeline within which TRACUP PTE LTD expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under applicable law.
Internal Breach: In the event of a Security Breach, as defined by applicable law, which is perpetrated by your affiliate, employee, contractor, or agent, or due to your failure to maintain your systems, network, or User Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify TRACUP PTE LTD immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
Your use of Tracup is at your sole risk. The Service is provided on an "as is" and "as available" basis.
Any warranty of TRACUP PTE LTD regarding the Website, Service or Software (or part thereof) not expressly stated herein shall be deemed withheld. TRACUP PTE LTD disclaims, to the fullest extent permitted under the applicable law, all statutory warranties and course of performance, course of dealing, and usage related to licensees 'and users' expectations.
User is solely responsible for any damage User may suffer resulting from the use of the Service. No oral or written information or advice given by TRACUP PTE LTD or its authorized representatives shall create a warranty or in any way increase the scope of TRACUP PTE LTD's obligations.
Without prejudice to the generality of the previous provisions, TRACUP PTE LTD does not warrant that:
the Service will meet User's specific requirements nor that the Service will be "fit for purpose"
the Service will be uninterrupted, timely, secure, error-free, or of satisfactory quality,
the results that may be obtained from the use of the Service will be accurate or reliable,
any errors in the Service will be corrected.
TRACUP PTE LTD and/or its suppliers make no representations about the suitability, reliability, availability, continuity, timeliness, and accuracy of the Service and Software.
TRACUP PTE LTD reserves the right (but has no obligation) to do any of the following, at any time:
to modify, suspend or terminate operation of or access to Tracup, or any part of the Service or any feature for any reason,
to modify, change, upgrade Tracup or any part of it,
to interrupt the operation of Tracup or any part of it, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
without notice to Users who are not Subscribers, with one month's notice to Subscribers.
TRACUP PTE LTD warrants during the applicable Subscription Term that:
(a) the Service will materially conform to the applicable documentation available on the Website; and
(b) TRACUP PTE LTD will not materially decrease the functionality of the Service.
For any breach of the foregoing warranties, as TRACUP PTE LTD's sole liability and User's exclusive remedy, TRACUP PTE LTD will correct the non-conforming Service, and, if TRACUP PTE LTD is unable to correct the Service within a commercially reasonable time following receipt of written notice of breach, then User will be entitled to terminate the applicable Paid Plan.
To the maximum extent permitted by the applicable law, TRACUP PTE LTD and/or its suppliers, employees and representatives shall be liable in no event for:
(1) any loss, damage, expense, or other harmful consequences resulting from anyone's use or inability to use Tracup;
(2) any installation, implementation, customization, or modification of the Software not carried out by TRACUP PTE LTD;
(3) any failure to apply available update, service pack, fix or upgrade that would have avoided the harmful event;
(4) any unauthorized access to the User Content;
(5) any unauthorized use of any User's credentials.
To the maximum extent permitted by applicable law, in no event shall TRACUP PTE LTD and/or its suppliers, employees and representatives be liable for: any indirect, punitive, incidental, special, consequential damages or any damages whatsoever (including, without limitation, damages for loss of use, data or profits, or business interruption) arising out of or in any way connected:
with the use or performance of Tracup,
with the delay or inability to use Tracup and the Service, including the provision of or failure to provide Service,
with information, Website, Software, products, Service, and related graphics obtained through Tracup, or otherwise arising out of the use of Tracup, whether based on contract, tort, negligence, strict liability, or otherwise.
In the event that any of the foregoing limitations are deemed unenforceable or in the event any liability of TRACUP PTE LTD is established, to the greatest extent permitted by law, You agree that the entire aggregate liability of TRACUP PTE LTD and sole remedy available to any User in any case in any way arising out of or relating to the Agreement, Software or the Service shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid (if any) by that User during the twelve months prior to notice to TRACUP PTE LTD of the dispute for which the remedy is sought. If the User had no obligation to make such payment during such a period, monetary damages that in the aggregate may not exceed the sum of $100 (hundred dollars).
You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between TRACUP PTE LTD and you. You understand that the Website, Service and Software would not be provided without such limitations.
Some countries do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to you and you may have additional rights. Nevertheless, if any portion of these sections is held to be invalid under the applicable law, the invalidity of such portions shall not affect the validity of the remaining portions of the applicable sections.
Section 15 does not exclude mandatory liability for:
(a) Wilful breach by TRACUP PTE LTD of any of its obligations;
(b) Death or personal injury caused by a defective item produced by TRACUP PTE LTD.
Neither Party shall be liable for breaching its obligations due to a circumstance they reasonably could not have foreseen and which is beyond their control, such as, e.g., a force of nature, an act of a legislative or executive authority, war, civil unrest, an act of terror, strike, non-trivial cyber attack, failure of a third-party hosting, Internet failure or any other circumstance qualifying as force majeure under the applicable law — to the extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, the provisions of this Section:
(a) are not intended to derogate from, or limit the application of, any statutory limitation or exclusion of liability;
(b) shall not be construed to limit the amount of, or excuse User from paying, any fee or other consideration owed hereunder.
TRACUP PTE LTD does not provide its Users with legal advice regarding compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you use the Service, and any statements made by TRACUP PTE LTD to you shall not constitute legal advice.
You agree to indemnify and hold TRACUP PTE LTD harmless from any and all demands, losses, liability, claims, or expenses (including attorneys' fees) made against TRACUP PTE LTD by any third party due to or arising out of or in connection with your use of Tracup and the Service or, if You are an Admin, in connection with the Regular user's use, including but not limited to:
(a) your use of the Service and/or Software in violation of this Agreement and any applicable law, and/or arising from a breach of this Agreement and any applicable law;
(b) any third-party claim of infringement of copyright or other Intellectual Property Rights or invasion of privacy arising from hosting your User Content on the Software, and/or your making available thereof to other users of the Software, and/or the actual use of your User Content by other users of the Software or related services in accordance with the Agreement;
(c) any activity related to your account, be it by You or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of TRACUP PTE LTD.
This Agreement shall continue until either:
(1) you cancel your subscription and/or request for your User Account and all of your Workspaces to be deactivated and deleted;
(2) terminated by TRACUP PTE LTD.
Users of Tracup may terminate this Agreement by deleting the User Account.
You may cancel your subscription at any time via your Admin account. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current Subscription Term, subject to applicable law, and you may use the Service until your cancellation is effective (unless your access is suspended or terminated in accordance with this Agreement or the applicable law). In other words, you may use the Service until the end of your Subscription Term.
If you use any Paid Plan that involves a recurring payment of a fee, we will stop charging the Service from the moment you notify us that you wish to cancel or that you do not want to automatically renew your subscription. Until such cancellation, you understand that we have the right to automatically continue (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you, as stipulated in Section 10 of the TOU.
You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account.
User is aware and accepts that closing the User Account does not necessarily mean that all Workspaces the User had access to will be automatically deleted. The same rule applies to the User Content provided by that User. User space may belong to other Users and it is those Users' responsibility.
You agree that TRACUP PTE LTD may immediately terminate this Agreement if you do not pay the fees when due in accordance with your Paid Plan.
TRACUP PTE LTD also reserves the right to cancel your subscription and your use of the Service.
TRACUP PTE LTD may deny you access to all or any part of the Service or terminate your account with or without prior notice if you engage in any conduct or activities that TRACUP PTE LTD determines, at its sole discretion, violate this Agreement or the rights of TRACUP PTE LTD or any third party, or is otherwise inappropriate. Without limitation, TRACUP PTE LTD may deny you access to the Service, or terminate this Agreement and your User Account.
TRACUP PTE LTD may, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate any User Account. TRACUP PTE LTD will send notice to User at the email address User provides when creating User Account, or such other email address User may later provide to TRACUP PTE LTD.
If you are an authorized user of an Enterprise, your Enterprise may decide to revoke your authorization or terminate your account.
The following provisions will survive termination of this Agreement:
Any obligation of the User to pay for the Service
Section 6 (Intellectual Property)
Section 13.2 and 13.3 (Personal Data protection and Security breach)
Section 14 (Disclaimer of Warranties) and Section 15 (Limitation and Exclusion of Liability)
Section 16 (Indemnification)
Section 17.3 (Termination survival)
Section 22 (Jurisdiction and Choice of Law; Dispute Resolution)
Section 23 (No Class Action)
Any other provision of this Agreement that must survive to fulfill its essential purpose.
In the event you wish to delete your User Account, you can download the information provided, inputted, or uploaded to your Tracup databases as explained here.
At the moment you delete your User Account, User Data on your User Account will be deleted immediately. Nevertheless, time tracked, projects and other information can be deleted only by deleting a Workspace. You understand that only the Owner of Workspace is entitled to decide on the User Data on Workspace and may delete, edit or keep such data regardless of any Regular User's activity on Tracup.
If any provision of this Agreement is found invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
If any provision of this Agreement violates any mandatory rule of the applicable law and proves to be void as a result thereof, such provision shall, for those specific circumstances and only in that particular respect in which it is void, be deemed to have been amended to comply with the law. Any such amendment shall be confined to the minimum necessary to make the provision valid and shall retain as much of its original ambit and meaning as possible.
All notices to TRACUP PTE LTD shall be provided to firstname.lastname@example.org or to the address specified in Section 1 (Definitions).
TRACUP PTE LTD may give notice to a User via the email address associated with the User Account by notification on the User Account or (exceptionally) by mail or courier to the address provided for that User under's details of the owner of User Account.
Notice shall be deemed to have been received:
(1) the next day if given via notice on User Account or via email;
(2) five workdays after posting the notice via courier or registered post. By workday, we mean workdays at TRACUP PTE LTD's registered seat.
Should TRACUP PTE LTD enable access to data from another service provider through linking, TRACUP PTE LTD does not carry responsibility for such information.
Placing links to third-party websites on the Website does not in any way imply that TRACUP PTE LTD recommends or approves services or products offered through such websites.
This Agreement and any matter or dispute arising out of or related to the subject matter of the Agreement shall be governed, construed, and enforced in accordance with the Laws of the State of California, without regard to its conflict of laws rules. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
Mindful of the high cost of arbitration, you and TRACUP PTE LTD agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement; (iii) the Service; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and TRACUP PTE LTD ("Dispute"), the Party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other Party (by first-class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving Party 30 days in which to respond to or settle the Dispute ("Mandatory negotiations").
Notice shall be sent:
(1) if to you at: your last-used address in your account information or the address of the registered seat of the company (for an Enterprise or Client).
If no such address exists, or if the delivery to such address is unsuccessful, the notice shall be sent to the email address connected to that User's Account.
Both you and TRACUP PTE LTD agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any arbitration or filing any claim against the other Party.
Failing to resolve the dispute as described in previous paragraphs of this Section, any controversy or claims arising out of or relating to this Agreement, or the breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The seat of arbitration shall be in San Francisco.
If the above agreement, with respect to arbitration, proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of the competent court in the Singapore. In such a case, the Mandatory negotiations clause remains applicable as a precondition to initiating court resolution of the dispute.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TRACUP PTE LTD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
This clause shall survive termination of the Agreement.
Notwithstanding the provisions above, TRACUP PTE LTD may, at its absolute discretion, assert and seek the protection of its Intellectual Property Rights and rights concerning confidential information or data processing anywhere in the world.
Except where prohibited by law, as a condition of using the Software and/or Service, you agree that any and all disputes, claims and causes of action arising out of or connected with the Software and/or Service, shall be resolved individually, without resort to any form of class action.
This Agreement (as amended from time to time) including any linked documents or documents that are expressly included in the Agreement constitutes the entire Agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to that subject matter.
In case of conflict between any provision herein and any statement, representation, or other information published on the Website or contained in any other materials or communications the provision in the Agreement shall prevail.
Last updated on 10/02/2022